Exhibit 99.3
AMENDMENT NUMBER 3
DATED AS OF MARCH 12, 2003
TO
NYMAGIC, INC.
VOTING AGREEMENT
Reference is made to the Voting Agreement (the "Agreement") dated as of February
20, 2002 by and among (i) ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; ▇▇▇▇▇▇▇▇ INVESTMENTS LLC ("▇▇▇▇▇▇▇▇
Investments"); ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇. (the "▇▇▇▇▇▇▇▇ Trustee") as trustee of the
▇▇▇▇▇▇▇▇ Charitable Remainder Trust (the "the ▇▇▇▇▇▇▇▇ Co-Trust"); and ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ (the "▇▇▇▇▇▇▇▇▇ Trustee") as trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 2000
Florida Intangible Tax Trust, as co-trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Charitable Lead Annuity Trust, and as co-trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Charitable Lead Unitrust (the "Participating Shareholders"); (ii) ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇ as co-trustee with the ▇▇▇▇▇▇▇▇ Trustee of the ▇▇▇▇▇▇▇▇ Charitable
Remainder Trust, (iii) FIRST UNION NATIONAL BANK ("First Union") as co-trustee
with the ▇▇▇▇▇▇▇▇▇ Trustee of the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Charitable Lead Annuity
Trust, and as co-trustee with the ▇▇▇▇▇▇▇▇▇ Trustee of the ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Charitable Lead Unitrust (the "▇▇▇▇▇▇▇▇▇ Co-Trusts"); and (iv) MARINER PARTNERS,
INC. ("Mariner").
Article IV (B) is hereby amended by modifying the first sentence to read as
follows:
"Mariner shall be entitled to nominate four (4) candidates for election
to the Board, each Participating Shareholder shall be entitled to nominate two
(2) candidates for election to the Board, and the Chief Executive Officer of the
Corporation shall be entitled to nominate two (2) candidates for election to the
Board for a total of twelve (12) directors."
This agreement may be signed in two or more counterparts, each of which shall be
deemed an original and all of which together shall constitute one and the same
instrument.
Balance of Page Intentionally Left Blank - Signature Page Follows
IN WITNESS WHEREOF, the parties hereto have hereunto set their respective hands
as of the day and year first written above.
OTHERS PARTICIPATING SHAREHOLDERS
MARINER PARTNERS, INC. /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Address:
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇
------------------------------ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Title: Chairman
/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ INVESTMENTS LLC
------------------------------------
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Address:
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ---------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Member
By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
WACHOVIA BANK, N.A. ---------------------------
Successor in Interest To: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
FIRST UNION NATIONAL BANK Member
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------ -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Vice President and (as trustee of the ▇▇▇▇▇▇▇▇
Senior Trust Advisor Charitable Remainder Trust)
Address:
▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(as trustee of the ▇▇▇▇▇▇▇▇▇
Trusts)
Address:
Warwick & Simses
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
